RESTRUCTURING ACTIVITIES

Supply Chain and Administrative Efficiency Plan

We previously announced a plan for the integration and restructuring of the operations of Ralcorp Holdings, Inc. ("Ralcorp"), optimization of the entire Company's supply chain network, manufacturing assets, and dry distribution and mixing centers, and improvement of selling, general and administrative effectiveness and efficiencies, which we refer to as the Supply Chain and Administrative Efficiency Plan (the "SCAE Plan"). Although we announced on June 30, 2015 our intent to exit the Private Brands business, a divestiture of our Private Brands operations may not occur in a timely manner or at all. We will continue to implement portions of the SCAE Plan, including work related to optimizing our supply chain network and pursue cost reductions through our selling, general and administrative functions and productivity improvements.

Although we remain unable to make good faith estimates relating to the entire SCAE Plan, we are reporting on actions initiated through the end of the first quarter of fiscal 2016, including the estimated amounts or range of amounts for each major type of costs expected to be incurred, and the charges that have resulted or will result in cash outflows. As of August 30, 2015, our Board of Directors has approved the incurrence of up to $394.0 million of expenses in connection with the SCAE Plan, including expenses allocated for the Private Brands operations. We have incurred or expect to incur approximately $144.0 million of charges ($95.2 million of cash charges and $48.8 million of non-cash charges) for actions identified to date under the SCAE plan related to our continuing operations. In the first quarter of fiscal 2016 and 2015, we recognized charges of $17.4 million and $15.5 million, respectively, in relation to the SCAE Plan. We expect to incur costs related to the SCAE Plan over a multi-year period.

We anticipate that we will recognize the following pre-tax expenses in association with the SCAE Plan (amounts include charges recognized from plan inception through the first quarter of fiscal 2016):



	Consumer Foods		Commercial Foods		Corporate		Total
Multi-employer pension costs	$	1.5	$	—	$	—	$	1.5
Accelerated depreciation	39.3				1.6		40.9
Other cost of goods sold	6.3		—		—		6.3
Total cost of goods sold	47.1		—		1.6		48.7
Severance and related costs (recoveries)	26.2		8.1		11.4		45.7
Fixed asset impairment / Net gain on disposal	1.0		—		—		1.0
Accelerated depreciation	—		—		0.8		0.8
Other selling, general and administrative expenses	19.6		—		28.2		47.8
Total selling, general and administrative expenses	46.8		8.1		40.4		95.3
Consolidated total	$	93.9	$	8.1	$	42.0	$	144.0

During the first quarter of fiscal 2016, we recognized the following pre-tax expenses for the SCAE Plan:



	Consumer Foods			Commercial Foods		Corporate		Total
Accelerated depreciation	$	3.6		$	—	$	0.1	$	3.7
Other cost of goods sold	0.1			—		—		0.1
Total cost of goods sold	3.7			—		0.1		3.8
Severance and related costs (recoveries)	0.8			0.1		3.6		4.5
Fixed asset impairment / Net gain on disposal	(0.1		)	—		—		(0.1		)
Other selling, general and administrative expenses	2.2			—		7.0		9.2
Total selling, general and administrative expenses	2.9			0.1		10.6		13.6
Consolidated total	$	6.6		$	0.1	$	10.7	$	17.4

Included in the above amounts are $13.4 million of charges that have resulted or will result in cash outflows and $4.0 million in non-cash charges. Not included in the above amounts are $3.9 million of pre-tax expenses related to the Private Brands operations we plan to sell.

We recognized the following cumulative (plan inception to August 30, 2015) pre-tax expenses related to the SCAE Plan in our Condensed Consolidated Statements of Operations:



	Consumer Foods		Commercial Foods		Corporate		Total
Multi-employer pension costs	$	1.5	$	—	$	—	$	1.5
Accelerated depreciation	25.1		—		1.1		26.2
Other cost of goods sold	2.2		—		—		2.2
Total cost of goods sold	28.8		—		1.1		29.9
Severance and related costs (recoveries)	22.3		8.1		11.4		41.8
Fixed asset impairment / Net gain on disposal	1.0		—		—		1.0
Accelerated depreciation	—		—		0.8		0.8
Other selling, general and administrative expenses	7.8		—		15.0		22.8
Total selling, general and administrative expenses	31.1		8.1		27.2		66.4
Consolidated total	$	59.9	$	8.1	$	28.3	$	96.3

Included in the above amounts are $66.3 million of charges that have resulted or will result in cash outflows and $30.0 million in non-cash charges. Not included in the above amounts are $122.4 million of pre-tax expenses ($76.6 million of cash charges and $45.8 million of non-cash charges) related to the Private Brands operations we plan to sell.

Liabilities recorded for the SCAE Plan and changes therein for the first quarter of fiscal 2016 were as follows:



	Balance at May 31, 2015		Costs Incurred and Charged to Expense		Costs Paid or Otherwise Settled			Changes in Estimates			Balance at August 30, 2015
Multi-employer pension costs	$	11.4	$	0.2	$	(0.1	)	$	—		$	11.5
Severance	16.4		6.1		(9.1		)	(0.4		)	13.0
Other costs	4.5		8.9		(3.2		)	0.2			10.4
Total	$	32.3	$	15.2	$	(12.4	)	$	(0.2	)	$	34.9

On October 1, 2015, subsequent to the end of the first quarter of fiscal 2016, we announced a restructuring plan to realize efficiency benefits through a combination of reductions in selling, general and administrative expenses and enhancements to trade spend processes and tools. We estimate we will incur total non-recurring charges of approximately $345 million, substantially all of which are expected to be cash charges, over the next two to three years in connection with the restructuring.